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  • Imperial Tobacco Group is buying Douwe Egberts Van Nelle Tobacco from Sara Lee/Douwe Egberts for £652 million. The acquisition is subject to Works Council consent in the Netherlands, regulatory clearance in a number of jurisdictions and the consent of Imperial Tobacco Group's shareholders. Ashurst Morris Crisp is acting for Imperial Tobacco Group, with a team led by corporate partners David Macfarlane and Jeremy Parr. The team includes partners Roger Finbow (competition), Ian Johnson (tax ), and Richard Kendall (finance). Nauta Dutilh's partner Joan van Marwijk Kooy is also advising Imperial Tobacco in the Netherlands. Schroders are acting as the financial advisers to the Group.
  • Eurotunnel declared a moratorium on the payment of interest on the major part of its debt on September 14 1995. An outline agreement on a restructuring plan was reached between Eurotunnel and a steering group of its bank lenders 12 months later, on October 2 1996. Eight months later in May 1997, detailed terms sheets were agreed. The proposals were then put to Eurotunnel's shareholders and the whole banking syndicate of nearly 200 banks for approval — the agreement of each individual bank was required. The Restructuring Agreement was signed on January 29 1998 and the restructuring finally became effective two months later, on April 7 1998. The corporate structure of Eurotunnel is unusual. There are two separate corporate groups linked at the holding company level by the listing and trading of their shares in units, and at the level of the principal subsidiary of each group because the concession to build and operate the Channel Tunnel was granted jointly to the two companies (see box).
  • New York firm Reid & Priest and San Francisco form Thelen Marrin Johnson Bridges confirmed market speculation by announcing, on April 6, they are to merge (see IFLRev, April 1998, page 3). It is the largest merger between east and west coast firms, combining over 350 lawyers. The new firm will be known as Thelen Reid & Priest when the merger is formalized on June 30. Richard Gary, Thelen Marrin's chairman, will become chairman of the new firm and Thomas Igoe, chairman of Reid & Priest, becomes vice-president.
  • The Russian Federal Securities Commission (FSC) is continuing to assert its authority over the securities market by introducing regulation of listed companies' share issues. The reforms follows the FSC's prohibition of the controversial Sidanco bond issue with the rules expected to become effective in May 1998. As in the commission's intervention in Sidanco's bond issue, these reforms are designed to alleviate worries about minority shareholder's rights. Russian companies will be required to disclose more detailed information to shareholders before registering share issues with the FSC. This must be done at least one month before prospectuses are submitted. The commission aims to boost its control over closed subscriptions to share issues.
  • US firm Seward & Kissel has pulled out of Hungary. The Budapest practice of US rival Squire, Sanders & Dempsey will take over the office. Seward & Kissel's office, which opened in Budapest in 1992 and was the firm's only foreign outpost, was staffed by two senior lawyers: partner Blaise Pasztory and counsel Peter Komaromi. Squire Sanders' five lawyer team will move into Seward & Kissel's old office under the management of Pasztory and Komaromi.
  • The Australian Stock Exchange (ASX) is allowing for listing, trading and settlement of Eurobonds for the first time. In a further move to promote itself as a leading Asian regional exchange, it is in discussions with Nasdaq, the US exchange, to facilitate dual listings. The decision to trade debt on Australia's exchange through Chess, ASX's settlement system, was taken because of the popularity of Eurobonds in London and Luxembourg. Eurobonds can be traded by creating Cufs (Chess Units of Foreign Securities) – financial instruments similar to American Depository Receipts. The first company to take advantage of the rule change is Bell Atlantic, which launched a US$2.5 billion Euronote issue on February 27 1998. The Euronotes are quoted as notes and are traded and settled as Cufs.
  • Philadelphia-based firm Morgan, Lewis & Bockius LLP's problems in Indonesia continue. The investigation of the firm launched in February for allegedly offering Indonesian law advice in contravention of its licence (see International Financial Law Review, March 1998, page 3) has now been complemented by a full study of the activities of foreign firms in the jurisdiction and a move to revise and clarify the rules. Bertie Mehigan, head of Morgan Lewis's Singapore office, says he understands that the Indonesian police stopped their investigation of the firm in mid-April. However, on April 22 (one week after the supposed end of the investigation) Adnan Buyung Nasution, name partner at Indonesia's Nasution, Soedibjo, Maqdir & Partners, said: "The Indonesian authorities are still interrogating them, the lawyers and employees. We are still waiting for the result of the investigation." He hopes the investigation will be finished by mid-May.
  • • US firm Paul, Weiss, Rifkind, Wharton & Garrison has poached a five-lawyer fund management team from US rival Baker & McKenzie. The team is led by partners Steven Howard and Scott MacLeod.
  • Creditors have several options under the Malaysian Companies Act 1965: the company can be wound up, put into receivership or have its assets possessed. By Philip Teoh Oon Teong of David Chong & Co, Kuala Lumpur
  • A wide-ranging reform and codification of Italian capital markets law tidies up some outstanding problems. It also introduces detailed rules on corporate governance. By Susanna Beltramo and Stefano Agnoli of Studio Legale Beltramo, Rome